


Once Upon a Time There Was a Girl

by Nerdiethings



Category: Marvel (Comics), Marvel Cinematic Universe
Genre: Alternate Universe, Alternate Universe - Gender Changes, Alternate Universe - High School, Alternate Universe - Magical Girls, Female Friendship, Gen, Magical Girls, Minor Violence
Language: English
Status: Completed
Published: 2017-08-01
Updated: 2017-08-28
Packaged: 2018-12-09 17:19:03
Rating: General Audiences
Warnings: No Archive Warnings Apply
Chapters: 6
Words: 8,486
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/11673621
Author URL: https://archiveofourown.org/users/Nerdiethings/pseuds/Nerdiethings
Summary: Six short scenes of six magical girls who would fight the encroaching threat of tyranny and become heroes to the people of New York, all while an Asgardian ponders the future.





	1. Captain America

_Once upon a time..._

“Abraham Erskine is dead, sir.”

Colonel Chester Phillips of the United States Army looked up from his files and his lunch, processing the information carefully. He slowly set down his sandwich.

“...Dead, you say.”

“Assassinated, sir. A Hydra agent infiltrated Project Rebirth. Destroyed our supply.”

Phillips considered several facts.

  1. Erskine was the only one who knew the Super Soldier Serum.
  2. The serum had yet to be tested on his soldiers
  3. Erskine was dead
  4. If Erskine was dead, the serum was gone
  5. Ergo, if the serum was gone, there was no super soldiers to fight HYDRA.



He handled the revelation with a cool head.

As Private Lorraine wiped mayo and bread off of her dress, Phillips paced frantically throughout the room.

“Thousands of dollars of budget, months of begging and pleading to senators- wasted! I want these bastard found, cornered, and shot at thirty paces!”

“Unnecessary sir, he’s been captured.”

“Cap-” Phillips paused in his rant, turning to the secretary. “What?”

“Captured, sir.”

He blinked. “HYDRA agents are known for their speedy exits. And their suicide pills.”

“I’m aware, sir.”

“The- how? Who captured him?”

“The... test subject, sir.”

Phillips’ mind spun. Could they hav- No, they hadn’t started testing the serum on soldiers yet. The higher ups had insisted Erskine not waste any soldier manpower. Erskine was usually the sort to wait, but he'd been increasingly eager to start testing. Even tried to claim that the perfect test subject was- Oh no. “You can’t possibly mean the secretary-in-training.”

“She volunteered.”

“She’s a child!”

“With super soldier serum in her veins.”

Oh this was spectacular. Not only was the serum gone, but wasted on a schoolgirl. He collapsed in his chair, desperately searching for any potential solution to this catastrophe.

“Bring me the girl. Maybe we can use her to rally more support for the troops. ‘Young American Girl Trains Hard For Her Country’ or something.”

“Of course, sir.”

Phillips dragged a hand down his face. He had calls to make. Senators to apologize to, records to salvage, information to pipe up the military ladder.

He reached for the phone, then paused.

“Private? What’s the girl’s name again?”

“Eveline Rogers, sir.”

Hm. They’d have to work on that. Not only was it rather bland, they couldn’t have any HYDRA agents catching on and finding the sap. A test subject in Nazi hands was the last thing the SSR needed.

“I want people brainstorming codenames. We can't get let her real name get out. Get me something inspiring and patriotic.”

“Of course, sir.”

Private Lorraine retreated from the rooming, leaving Phillips to the phone and his thoughts.

Sometimes he wished he could go back to being a captain.

**Notes for the Chapter:**

> I had a few ideas rattling in my head that weren't enough to make into a long narrative, but enough to craft some short scenes. I don't know if I'll make a full series of these Marvel Magical Girls, but I need to at least get this batch of origins written down while they're still fresh. 
> 
> Captain America's story here is largely the same from the movie, since honestly that version of Steve is kind of better than the original at times. Still, there's some liberties to be taken here given how reluctant the military would be in bringing in a girl, much less an asthmatic one. I also debated whether to have Carter or Lorraine here, but Lorraine fits better in the secretary role than Carter. Which... sort of knocks her out of the story entirely, but she still exists in this universe. Fighting baddies and whatnot.
> 
> I've never really been fond of wildly differing names for cisswapped characters, but I also feel like Stephanie Rogers is a bit too easy an answer and not exactly era appropriate. Eve is a very 1940s name and close enough that it didn't bug me too much. 
> 
> Next chapter, Eve Rogers meets an interesting girl from Harlem... sixty or so years later, mind.


	2. Falcon

_Once upon a time...._

Samantha Wilson was extremely close to being late for school. 

Which wasn’t a new occurrence by any means. 

With school, work, and taking care of her siblings, Sam’s schedule was difficult to organize. Her teachers had been lenient so far, but Margaret Carter High was one of the most prestigious girl’s schools in the country. It wouldn’t take much for some other young deserving genius on financial aid to replace her. Especially with her grades slipping the way they had.

Furiously pedaling the wheels of her bike, Sam’s mind went through a mental checklist of all her work. English was complete, she remembered writing about verbs until... 12. Or was it 2? What about science? Did she finish those equations? Oh cripes, she might have left her lunch in the fridge. did she have enough money to get something from the machine?

It was at that point where her bike hit someone. The bike careened into the street and flung her toward the ground. Sam clenched her teeth, desperately repressing a yelp before she hit pavement. 

It took a moment for the world to come back into focus. Pain shot up her leg as she groaned and grimaced. Coach Fury wasn’t gonna be happy about this. She glanced toward the bike, praying that the chains were in the same spot...

And spotted the girl next to it, rubbing her head painfully.

“Aw cripes. You alright? I’m sorry, I wasn’t looking where I was going-”

She waved a hand dismissively. “Oh, no, don’t worry! I’m fine!” She lifted herself to her feet, brushing off any dirt from her clothes, before offering a hand. “You’re the one who’s hurt!!"

Sam took her hand and rose to her feet. “Thanks. I’m sorry, I’m really late so I- I could get you something for the bruises?”

The girl was one of those blonde-hair, blue-eyed girls that people always talked about in rapturous terms. She was dressed in the Carter School uniform, although with a longer skirt than most of the girls. She didn’t seem to have any injuries. Sam squinted in confusion. She was sure

The girl shook her head vigorously. “I’m fine, really! But if you’re in a hurry, you should really get going!”

“R-Right!” Sam reached for her bike, only to pause. “Wait, are you going to Margaret Carter?”

“Huh? Oh, yes, I’m a new transfer.”

Sam gestured to the bike. “Well, my legs are bruised and we’re both late for school, new transfer. Can you pedal?”  
She blinked. “Erm. I’m a quick learner?”

“Then hop on, newbie. We gotta get moving.”

Not questioning the direction, Eve hopped onto the bike seat, while Sam lifted herself onto the end of the seat.

“Just, uh, push against the pedals and balance, right?”

Oh boy. “Yeah, as fast as you ca- WHOA!”

Before Sam had even finished her sentence, the bike jerked into motion. The transfer student’s feet were moving faster than anything Sam had ever seen before, speeding through sidewalks, barely dodging various pedestrians and cars that could have squashed them flat. Yet the newbie didn’t waver, speed increasing with every second.

Sam found herself laughing at the sheer incredulousness of the situation.

“Who are you, newbie?”

“Eve Rogers, at your service!”

Sam laughed harder, holding as tight to the speeding vehicle as possible.

Her bike went so fast, it almost soared into the sky.

* * *

Sam stared at the bay, coffee cup in hand, blanket on her shoulders. She had bruises on her arms and legs. Her head was throbbing in pain. It had been an hour since the warehouse explosion and she was still pretty dizzy.

When she met Eve three months ago, she hadn’t quite expected this.

A grape popsicle interrupted her view of the ocean. She turned slightly to see the anxious blonde herself carrying one iced treat in each hand.

“Erm. Too cold for one, or…?”

Snorting in spite of herself, Sam quietly accepted the treat. Taking that as an approval, Eve took a seat next to her on the bench.

A minute of quiet.

“So.” She ventured at last. “You’re Captain America.”

“Yep.”

“ _The_ Captain America.”

“Last time I checked, yeah.”

Sam rubbed her forehead wearily, ignoring the ice dripping onto the pavement. “Aren’t you, like…. Extremely dead?”

Eve blinked. A hand went to her chest.

“...No, still beating.”

She squinted at her associate. “But… you’re so _young_.”

“Oh, well, thanks. I think.”

“No, I mean… Look, we’ve all read the history books. Captain America died heroically fighting the Red Skeleton or whatever.”

“Red Skull. He was a soldier named Johann-”

“Right, yeah, him. Cap _super died_ fighting him. Like ultra died. In front of the other Howling Guardians died.”

“Well, I didn’t.”

Sam stared at her for another minute, brain whirring between explanations and possibilities and questions that needed answers. She knew Eve could transform into Captain America's outfit, she'd seen it herself. But even so. It was one of those things that took some getting used to.

She rubbed her forehead again. "Then... those guys in the warehouse..."

"HYDRA." Eve said it with more venom in her words than she expected. "I thought we'd beaten them for good... but they're still here."

"What were they doing in there anyway?"

Eve's expression was surprisingly hard to read, once you knew there was something behind it. "That... was what I was hoping to ask you."

"Me? Why would I hang out with those jagoffs?"

Her voice was oddly gentle, careful treading onto new territory. "You were... helping them move their crates."

Sam felt her eyebrows go up. "...help HYDRA. Move boxes. Yeah, I don't think so."

"Sam, I was standing right in front of you."

Blood boiled. "Well, clearly it wasn't me because it wasn't me!"

"Sam." Annoyingly gentle, once again. "What were you _doing there_ , then?"

A complete blank.

"I... I was... doing photography homework? Looking for a good spot to-" 

"Then how'd you get those bruises?"

She glanced at her arms again. How... did she get these? She looked back from Eve and the wounds, trying to ascertain the answer that was elduing her. She could almost see her excuses flying away into the sunset, leaving her down on Earth alone. "I... I was..."

The warehouse on fire, surrounded by dozens of puzzled kids and angry figures in costumes. Captain America leading them to safety, Sam following her behind the warehouse, discovering her friend's secret identity.

Sam put her face in her hands. Good lord. What happened _before_ that?

"I-I-I don't _remember._ "

Eve placed a hand on her shoulder. "Its alright. You don't have to worry about it. You were just under Black Mamba's spell, like everyone else."

Spell. Hypnosis. Of course. That was the most villainous HYDRA thing ever. "How long?"

The hero hesitated. "Its... not worth worrying about."

"Eve, _please_. I need to know."

The blonde bit her lip, desperately looking for the best way to phrase the situation. "...You were calling yourself something. Snap. You had this whole... different personality. That takes a while to develop. You'd have been under their control for a while. Months, at least."

Sam leaned back into the bench. Months. Months of missing time, gaps in memory. Was that when her grades had started to slip, her sleeping hours feeling worse and worse, struggling to stay afloat to provide for her siblings? How much time had she wasted following the orders of these... _monsters._

"My god, Eve. I could've hurt Sarah or Gideon... and never even know it."

Eve's eyes grew wet. "It-its okay. You're safe now."

Sam gazed back over the way.

"But New York isn't.

I want to help."

Immediate alarm. "Wha-what? You can't- its too dangerous!"

She stood up, eyes ablaze with righteous fury. "I can't just... _watch_ while these dirtbags attack my home! I could've lost _everything_ and never know why! They wouldn't care!"

"But you're safe now! There's no need to-"

"There's _exactly_ the need." She grabbed Eve's hand, ignoring her surprise. "I want to help. I _need_ to help. I can't let these bullies win."

Eve's eyes widened with numerous emotions. Amazement. Understanding. Respect. Appreciation. Even some joy. Her lips slowly grew into a big grin. "Alright. If you're willing to help me figure out what's going on... I'd love to have you on board."

Sam threw her hands into the air in glee, her own smile taking on an edge of mania. " _Perfect._ You and me, finding HYDRA scum, taking names, and kicking them to the curb."

"Hooooooold on, bucko." Eve struggled to maintain a modicum of seriousness in the face of her friend's excitement, but she eventually managed to stifle her smirking. "You can't fight like this. These are dangerous supervillains with evil powers and an inability to use them responsibly. I need you to _promise me_ that you'll help people and never use your strength to be the same kind of bully as these people."

Sam almost wanted to be offended. After all this, Eve worried about her intentions? How she'd feel about seeing others people treated as free labor by criminals and thieves? That she could _ever_ be capable of the kind of moral sociopathy on display tonight?

But then she noticed the steel edge in Eve's eye.

"...I swear to protect people, to keep them safe from tyrants, and to act in their care and interest. If I can do anything to help, I will."

Eve observed her carefully, searching for any kind of deception.

Then she placed a small necklace into Sam's hand.

Sam lifted it to her eye, examining the details carefully. A small, cracked red pendant hanging by a thin chain. The jewel seemed to glow at her touch and she almost thought its shine was following her curiously.

"What is this supposed to be?"

"Its one of the pendants the Howling Guardians wore. Its the source of their powers, without super serum at their disposal. This is just one broken shard, but its enough to give you power and strength in any fight. If you need it, it'll give you a whole outfit to fight in and keep people from recognizing you. My serum already does that for me, so I've never needed it."

Sam stroked the jewel. It sounded absurd but... she could swear she could actually feel something coursing with the jewel.

"What... is it called exactly? It doesn't look like any rock I've ever seen."

"Howard had a couple different ideas he used to throw around. Infinitinium or something." She smiled nostalgically. "Tried to get it on the Periodic Table once. 

Regardless, there's a bunch of different shards of these, all broken pieces from these different magical stones, all with strange abilities to them. 

We just called this one the Power Gem."

**Notes for the Chapter:**

> I love Sam Wilson quite a bit and I couldn't resist making him an original avenger in this AU. Sue me.
> 
> I always found the "Snap" years of Sam fascinating, in a disgusting sort of way. For those unaware, a new writer suddenly comes aboard the Captain America comic in the 70s and starts retconning Sam Wilson, social worker and awesome black hero, as a brainwashed disguise by Red Skull to trick/hurt Cap. Sam was really "Snap", a pretty cliche criminal. Its kind of racially uncomfortable, as you might imagine. This got retconned _again_ as another trick by Red Skull later, but its hard to forget that Marvel willingly allowed a story in which their inspiring hero was a villain all along. Which is sort of what happened with Cap and Hydra recently, huh? History does repeat, after all.
> 
> Minor update: My good buddy [battletoasters](http://battletoasters.tumblr.com/) made some fanart for me. [Worth a look](https://i.gyazo.com/a2823a18dc3df08a4fb68b2b544ef191.png) and I'd def recommend commissioning her if you're looking for a storybook artstyle.
> 
> Next chapter, we visit most fabulous kid in school and her anxious best friend, both eager to prove themselves to their parents.


	3. Iron Man and Hulk, Part 1

_Once upon a time...._

Antonia Stark left dinner early. Grandpa Stark was yelling after her but the world was too red for her to process the words. Judging from the cadence, he was probably telling her she was a spoiled brat who didn’t know manners or something. She wasn’t _perfect._ Not like Captain America. _Precious_ Captain America who did no wrong, who punched Hitler 200 times, saved a million orphans, and brought about world peace. Oh, and did you know she died for her country at just about your age? Why haven’t you ever done anything like that, Toni?

Once she told Grandpa that, frankly, it sounded like his beloved Captain was a sacrificial idiot who didn’t know how to fly a plane and was asking for trouble fighting red skeletons. The three weeks under practical house arrest was worth it, just for his expression.

She picked up the pace as her workroom entered her eyesight, scurrying to her gears and tools. She liked the feel of the gears and screws snapping into place, all the bells and whistles operating at perfect efficiency. Hell, she even liked it when her experiments failed and blew a hole in the house. It meant more work, more puzzles to solve, more ideas to put into metal. Even better, more science fairs to win.

She polished a red and gold colored mask she’d been working on, a smile crawling up her lips. That’d get grandpa off her back, at least for a while. And she’d already dominated the engineering division three years running. Her success was guaranteed.

It was practically branded in iron.

* * *

“This is a terrible idea,” Jamie Rhodes declared immediately.

“It’s a _great_ idea.”

Bryce Banner dragged a hand down her face, taking her glasses into her hands, mumbling private disbelief. “Oh lord…”

The three students had stopped at Baskin Robbins for an after school snack, paid for by Toni’s credit card, in order to hear the heiress’ latest scheme. The two classmates were alternatively her sounding board to improve her designs or to ignore 

Rhodes was a long-time friend, having bonded in a private school in one of Howard’s many attempts of curbing his granddaughter’s perceived flaws. Now a track star alongside the likes of Samantha Wilson, Rhodes had a deep understanding that Toni could not never be convinced to avoid the stupid decisions.

Bryce, on the other hand, had only known Toni since the beginning of the semester and was still struggling to listen to the nervousness and fear of consequences that Banner had experienced far more frequently.

“At what point is making superpowered armor for the _military_ a bright idea?” Questioning others wasn’t a usual exercise for Bryce, but Toni possessed a knack for bringing out frustration.

“Grandpa does it all the time!”

“Your grandfather is a multibillionaire arms dealer! There’s a _difference_.”

Toni put her hands on her hips. “And why can’t I?”

“They’re… weapons! And he’s… old!”

“I’m 16! That’s practically an adult!” she said, without a trace of irony or the pained hindsight found in those of an older persuasion.

Bryce waved desperately in Rhodey’s direction. “Jamie. Please. Talk sense at her.”

Rhodey swallowed a spoonful of mint ice quickly, brain whirring for some sort of incredible insight.

“...Well. Testing could be dangerous. I guess.”

A dismissive snort. “Please. I have a whole workshop at home designed for safe science. I’ll be fine!”

“I can’t believe you’re seriously-” Bryce stopped, a took a breath. “Alright, fine. Let’s say you’re making a dangerous metal suit with the intention of selling it to military scouts. How are you going to power this… this...”

“Iron Maiden?

Toni pushed on the floor, front legs of the chair in the air, as she considered her options. “Well, if there’s one thing an iron man needs, it’s an iron heart.”

A grin split up her face. “I need a power gem.”

Panic increased on Bryce’s features. “Don’t- you can’t _steal_ from your _grandpa_.”

“He’s got dozens of those pendants lying around! He’s not gonna miss it if I just take one.”

Bryce buried her face in her hands. “I can’t- why am I the one telling you not to rob your caretaker? Jamie, please!”

All Rhodey wanted was to finish her ice cream in peace by this point. She glanced between the confident Stark and the terrified Banner, considering her options.

“...Mr. Stark is kiiiiind of a jerk.”

“ _Jamie._ ”

“See! Thank you, finally someone that gets it!”

Bryce crossed her arms. “Well, perfect. Great. Good for you. But you can count me out.”

“Bryyyyyyyyyyyyce, c’moooooooooon.” Toni Stark, the most fashionable, popular girl in school with straight A’s across her grades, sprawled all over the table like a child.

“No.”

“But you’re the physicist! I need you to make sure this stuff doesn’t radiate all over the place, make people see flying flag women or whatever.”

“Then maybe you’re better off without it.”

Toni frowned. “Huh. And I thought we were friends.”

This was a ploy and Bryce knew it. Toni had done this before on other schemes and ideas. A quiet tug on her guilts and fears. Play on her awkwardness. Her loneliness.

She tried to resist her natural inclination, but she could feel her strength wavering. “...I can’t risk my scholarship, Toni. I _need_ that scholarship if I ever…”

She looked away. “I just need it.”

Toni rolled her eyes. Other people’s desperation for money was something she had yet to grasp. It was always close by, easy to grab. The struggle others had seemed absurd.

A thought occurred.

“What if I get you one too?”

Bryce tried and failed to hide her interest. “What?”

Rhodey tsked to herself. Toni had laid the perfect bait.

“You need something to power your gamma experiment, right? To recreate the “Amazing Patriot’s” serum experiment. That’ll get you some buyer interest for sure.”

Bryce stared at Toni, as if trying to find the words coming out of her mouth and examine them under a microscope. “You… you’d do that?”

“Of course! Anything for my bestie! And you’d do the same for me, right?”

Before she realized what she was saying, Bryce was taking the bait. Hook, line, and sinker. “O-of course! If you’d really help me out, then… I guess I could study them with you.”

“Perfect! Then it’s a deal!”  
Rhodey stared at the bottom of her ice cream cup, ignoring the strange mix of fear and joy on Bryce’s face.

Within five minutes, the girl had to leave. A text from her father, which always made Bryce’s face pale and quickly make apologies that she was needed back home. Rhodey, the sensible one, always noticed this. Toni was too preoccupied with her grand victories to make the observation.

“You don’t have to use her like that.”

Toni raised an eyebrow, sipping her shake. “Who’s using who? We’re helping each other. Like friends do.”

“You know what you did. She’s _terrified_ of being left alone, much less losing her studies to distract her.”

Another snort. “She’s too anxious for her own good. She needs to take more risks, live a little!”

Rhodey stared at her so-called friend for another few seconds, shaking her head. “You know, just because you’ve never faced consequences doesn’t mean you can drag everyone else into your nonsense.”

“Uggggh. If I wanted a lecture, I’d have gone into grandpa’s stud- hey, where you going?”

Rhodey swung her bag over her shoulders. “Home. I need to not look at you for a bit.”

Toni’s eyes flared. “Well, fine! Take you and your bogus high ground with you!”

“Maybe I will.”

“Good!”

“ _Great._ ”

Toni fumed as Rhodey stormed out of the chain. What did she know? Grandpa was too busy lusting after his departed love to notice a few gems missing. Heck, she could probably take most of them without him noticing.

In fact, Toni considered, it might be just what the geezer needed. Let him fume and worry for a bit while she conquered another annual science fair. What could go wrong?

In fairness to the heiress, there was no way she could have known at the time about HYDRA’s particular plans for the science fair.

**Notes for the Chapter:**

> Originally, this chapter was just going to be that first section. But frankly, Tony Stark was a pretty scummy before his origin and I didn't think that section communicated a good magical girl equivalent. It also let me work on Bryce and keep Rhodey around, who don't quite get enough development as I would've liked next chapter. Of course, now the description of "six short scenes" is kind of becoming inaccurate. Oh well.
> 
> I wanted to keep Howard around, but I couldn't justify Maria Stark being around the same age and still possess the ability to get pregnant. Thus, Howard's a granddad now. I suppose I could've made Maria much younger than Howard, but that didn't quite feel right.
> 
> Toni and Bryce aren't my favorite as far as names go, but my other ideas for Bruce were "Susan or Elaine" Banner. And Brian Banner never struck me as the type who would name his daughter after his sisters, even if he named his son after his dad. Brian himself won't make an appearance (don't wanna change the warning level), but his effects on Bryce are pretty apparent already.
> 
> Next up, the results of Toni and Bryce's experiments and the dreaded repercussions at the science fair.


	4. Iron Man and Hulk, Part 2

_Once upon a time…._

Bryce Banner’s eyes flicked open. She was on the cold, hard ground. There was smoke in the air. People were screaming. Something was wrong. Something was horribly, horribly wrong.

The world was a tinge of shapes and colors, almost impossible to grasp. She felt around the floor for her glasses, retracting her hand in pain moments later. There was broken glass on the ground.

Fingers brushing the rim of her frame, she slowly pulled them up to her face, struggling to take in the scene. It was the Science Fair, but in a state of pure chaos. Soldiers in strange outfits and gas masks were grabbing anything they could carry with their hands. Tables had been flung across the room, exhibits tossed. Two vaguely familiar costumed figures struggled against the soldiers, trying to halt the thieves’ progress, passing destroyed experiment after experiment. The more dangerous ones seemed to have exploded across the tiles, black smears across the floor, gears and bolts melted together

Her own gamma experiment was one of them.

She found herself more alarmed by this than anything else. It couldn’t be all gone, all her months of work, all her effort. She desperately felt along the remains of her exhibit, hoping for something, anything left of her hard work. It looked like, somehow, the blast had been contained to just a short distance, but all the materials had been damaged beyond repair. It was all for nothing.

Father had told her it would all be useless. That she had no talent. She was wasting her time, too monstrous and filthy and disgusting to ever succeed. Who would ever want to hire a piece of garbage like her? And she tried not to listen, tried not to think about the possibility he was right. But what if, just maybe, she really was-

She was startled by a cry of pain.

Her head shot up, eyes following the sound to the other exhibit across from her. There, Toni Stark was being crushed by a pipe.

Abandoning the wreckage of her failed experiment, she raced to Toni’s side. The pipe appeared to be plastic, most likely from Pym’s exhibit table. It was also impaled into Toni’s chest, along other various shrapnel.

“Toni! Oh my god, can you hear me?!”

Tears were streaming down her best friend’s face, hands fumbling around the pipe. Her eyes desperately searched for the voice before finding its source.

“B-Bryce, I-I can’t- it's- Bryce!”

“It's okay Toni, I’m here!” She turned her head away for a second. “Somebody! She needs help!”

For a split second, one of the costumed girls glanced in her direction, eyes widening in horror, only to immediately earn a punch to the face.

Before she could signal more to the hero, Toni’s hand grabbed her own. “Bryce, please- I-I can’t get it out! Its- I can’t get it out!”

“We’ll get it out Toni, you’ll be okay!”

“Its- I can’t get it out of me!”

She couldn’t be calmed, frantically repeating the same words over and over. Where were the ambulances? Police? Anybody?

Against her better judgement, against everything medical school taught her, Bryce tugged on the pipe. Toni screamed as the long plastic monstrosity squelched its way out of her body.

The sight of the hole in Toni’s chest was too gruesome for her to properly process.

“Oh-oh god Toni, I shouldn’t hav-”

“F-Forget it! We gotta- we need to…” Her eyes darted around, searching for an answer. “My machine! Get-get the power source!”

“Your- the metal thing?”

“The arc reactor! The l-little Ironheart thing! I need it! Q-Quick!”

Bryce scrambled to her feet, shoes sliding against broken glass, jumping over fallen debris, until she found Toni’s exhibit. 

Buried under the rest of a giant plastic car.

Cursing Pym, Bryce dug through the wreckage. Broken glass and metal cut her hand, but she ignored the pain. She couldn’t give up. She couldn’t leave Toni there, not like that. She couldn’t be the kind of monster that let her friend die alone.

The arc reactor blessed her with a shining light from beneath a broken plaster tile.

Snatching it from the remains of one of Toni’s prototype machines, she spun around, racing as fast as humanly possible. She had to make it. She was going to make it. She would do anything to make it.

She caught sight of figures moving out of the corner of her eye. “Oh thank goodness, quick, we need-”

The HYDRA agent slammed his foot into her face before she could respond. The reactor slipped from her hands, tumbling down next to Toni’s leg.

“Bryce! Oh god, what did you do to Bryce?!”

Toni’s panicked words faded as Bryce lost consciousness.

Soon all that remained was pure rage.

* * *

It took several days for the doctors to remove Toni from the metal suit. The suit hadn’t been installed with cooling gets and the metal had overheated and burned together. There was some genuine concern she might never get out of its metal clutches. If Toni hadn’t fired multiple shots at the retreating HYDRA forces, she would have been free in minutes. In her personal opinion, she would’ve been free if the doctors had half of her competence.

Her arms and legs were covered in bandages from her burns. The Power Gem couldn’t be removed from its container. The way the doctors figured it, it’s bizarre energy was the only thing keeping her alive after the impalement. Her heart had stopped somewhere between shoving the Gem into her chest and trying to chase after the terrorists that attacked her school. But the blood was still circulating and her body wasn’t actively decomposing. She just had a glowing magical stone strapped to her chest.

Grandpa was furious. The quiet kind of furious that she’d only seen once or twice. His foot tapping increased gradually as he had to sit through all the upcoming appointments and check-ups that were required. He kept his mouth tight and closed as they walked to the car, never once giving her a second of eye contact.

It wasn’t until they were almost home that he finally snapped.

“This is above the pale. I thought- I _taught you_ better than to mess with those things! I specifically forbid you from ever going _near_ those gems! But no, you had to go and prove you were so smart!”

Her silence only made him angrier. She’d usually be offering sarcastic remarks by now.

“And you had to take all of them, didn’t you? Those belonged to my _friends_. Soldiers. And now they’re in the exact hands I wanted to keep them out of.”

Toni’s hand tightened on the door handle.

“I wouldn’t be surprised if that rampaging monster was your doing either.” An irritable sigh. “At least there was someone out there doing good. Whoever this Captain America look-a-like is, _she’s_ taking the right kind of inspir-”

The car screeched to a halt as Toni opened the car door and tripped onto the pavement. She bit her lip, suppressing the urge to scream in pain. She didn’t want to give him the satisfaction. She lifted herself off the ground, moving past the car.

“Toni! The hell are you doing?!”

“Walking home. I can see the house. Meet you there.”

“You get back in here this instant, young lady! You can’t run away from what you di-”

She turned around quickly and the words caught in his throat. He had never seen his granddaughter’s tears before.

“Just shut up, for once! Just stop it! I could’ve _died_! Hell, my friend might be dead for all I know! And all you can talk about is your _stupid_ crush!”

“Dear-”

“No!” She shook her head, stepping backward. “Just shut up! I don’t- I can’t-”

She couldn’t find the right words, so she simply turned again and marched into the treetops around the mansion. Her arms curled around herself like a protective armor, shielding her from the shouts behind her and the images of the burning gymnasium in her mind.

Her fault.

All her fault.

* * *

She didn’t eat dinner. Grandpa had brought the food himself and offered some quiet words, but it was easy to tune out. She tried to distract herself with tv but it was all “the Return of Captain America” and “Nazis attacks the school” and “Green monster stomps through the streets”.

That left the ceiling. The ceiling didn’t judge. But it didn’t offer anything of use either. It was just a wall, where thoughts bounced right back to you.  
The last thing she wanted was to reflect on recent days, but in the face of a silent idea board and no alternatives, the thoughts began to whir and grind into gear. The facts were clear and concise, with no missteps. It all made sense when you laid it all out.

1\. The First Shard

  * Could be channeled to shoot energy blasts from a metal suit
  * Current embedded in chest and keeping you alive
  * Your fault



2\. The Second Shard

  * Gave to Bryce for gamma machine
  * Disappeared from scene
  * Machine turned Bryce into hulking beast
  * Shard in Bryce?
  * Your fault she’s a monster



3\. The Other Shards

  * Given willy-nilly to other students and projects
  * Your fault HYDRA got them



Conclusion: All your fault.

She slammed her head into the pillow. It wasn’t like she _knew_ that a fascist conspiracy from the 1940s was going to burst into a science fair and steal the weapons of the best and brightest students. And she couldn’t expect some Captain America impersonator and a hanger-on fight them head-on. Or that she’s be impaled by a pipe. And her friend turned into a green… _thing._

But she should’ve. If she had just been more careful with those stupid things. More considerate of her friends’ safety. If she had just used her brain for ten more seconds… But no. No use focusing on what-ifs or could-haves. She screwed up. And with all those magical weapons and inventions… they were out in the world, available to whoever got their hands on them. And now...

She covered her eyes with arm, quietly hoping that she could simply have a quick heart attack or a sudden death by electrocution. Or even better, to disappear entirely, to never bother or hurt anyone again. Maybe then things could improve.

People were going to die because of her. And there was nothing she could do.

_Unless._

Toni’s eyes opened back up, arm returning to her side. Unless. Unless… what? There wasn’t anything she could do to fix the damage she caused.

But now, her curiosity sparked by a singular word, the brain began to whir and grind into motion once again. The shards were out in the world, in the hands of potential tyrants and two-bit criminals. Thanks to her, unfiltered power had entered evil hands.

So shouldn’t she be the one to fix it?

Her feet were already carrying her to the work table, mind moving too fast for all of her thoughts to fully catch up.

That’s right. Why _would_ she leave the heroics to granddad’s new favorite cosplayer? She was _Toni Stark_ , with newfound power quite literally coursing through her veins. She was a scientist, an engineer, and a problem solver. All she needed to do was find a better way to channel the gem’s energy, track down the thieves and Bryce, and solve everything with her trademark wit and style.

With a cool determination, Toni Stark began drawing up schematics. She hadn’t been able to work her golden mask into the previous model, but that iron suit was far too outdated. Silver and bulky wasn’t a good look for a new magical girl on the block. She just needed to slim it down, make some improvements here and there, and before long she could be in action. With her talents, she couldn’t lose!

She _wouldn’t_ lose.

**Notes for the Chapter:**

> I went back and forth on revealing Toni and Bryce meeting up again, but ultimately decided that the strong guy joining the Avengers right away is a superhero/shonen trope, not a magical girl one. Friend turned into a monster and the hero dedicating themselves to find and save them (and others)? That's more magical girl. Iron Man's handmade outfit is already treading a fine line of not being magical girl enough. best to avoid getting too far out of the genre.
> 
> For the sake of Toni's origin, you just need to know Bryce needs to be helped. For Bryce? Uh. Probably running away from evil organizations. Although definitely in that stage of the Banner life where no one knows Banner is Hulk. Her life is already complicated enough with Brian in her life.
> 
> Next chapter, a middle school girl visits her local paper.


	5. Spider-Man

_Once upon a time..._

John Jonah Jameson Junior shuffled through the pictures in fascination, chomping on a cigar, leg tapping erratically.

“And you took these?”

A young girl in pigtails nodded nervously.

“No photoshop, paintshop, adobe, none of that?”

Another nod.

“Hmph.” He squinted down at the photos again doubtfully.

A green monster, last seen rampaging through Harlem, stomping through a gymnasium. Angry. Terrifying. Photogenic too.

A metal man with a bright light shining from his chest. Some kind of laser light show? He’d seen better at his son’s garage band gigs.

A teenage girl, dark skin, short hair. Decked out in a familiar costume, something Jonah vaguely recalled from pictures of that magical girl team from the 1940s. Howling Commodores or something. Belonging to Dim Dim or something. But it looked… different. Modern. More catered to a current teen’s tastes. How’d she get that?

Another teen, blonde, dressed in a much more familiar outfit. Captain America, thought dead for seventy years… fighting HYDRA agents in a New York school. In 2016. There had been reports that the legendary fighter, or at least a lookalike, had returned to fight some local skinheads. But he hadn’t had tangible, public proof and interviews before now.

Jonah moved his cigar to the other side of his mouth. “Why bring this to me then, squirt? Wouldn’t you rather post it online to get some likes, comments, subscribes?”

The girl fidgeted anxiously. “Well, sir, I, uh, I’ve always loved the Daily Bugle and my Aunt May always told me it was important to support local papers in order to-”

“Print media’s dying the long you waste time flattering me.”

“We have rent and you have money.”

He grimaced. “I’m not paying a child for photos."

"It doesn't have to go to me! Write it to May Parker- that's my aunt."

He was about to protest again before he decided it wasn't worth the trouble. It was only a one-time thing, in any case. He snapped his fingers quickly and a secretary appeared to hand over his checkbook. He scribbled a slightly less than reasonable figure into the box, muttering financial figures to himself.

“What was the name again, kid?”

“Parker, sir. Penny Parker. But to my Aunt Ma-”

“Right, right.” As he finishing signing the check to May Parker, he heard the faint cough of someone about to waste his time with another question.

“Sir, do you… is that really Captain America?”

He snorted. “Don’t be absurd, Parker. Its some punk in a costume. Nothing more, nothing less.”

“But, well, I thought, if she disappeared fighting Red Skull-”

“What?” He stood up, startling the photographer, pacing around the desk. “That she got frozen in time until the world needed her help again? That she recruited some new talent to use her old friend’s gear? And these other two wackos: other heroes emerging to save those who can’t save themselves?”

Penny attempted a nervous smile in lieu of a nod. Jonah snorted, shoved the check into her hands, and proceeded to his alcohol cabinet. “Leave the conspiracy theories to the internet, Parker. Masked heroes are a thing of the past. And I’ll be damned before I let this city slide backward.”

Deflated, Penny made her way to the exit. Damn. She almost made him feel bad.

“Nice pictures though.” He finally ventured. Her eyes lit up in excitement. Urgh. It was so gooey it made him sick. “If you can get any shots exposing these Captain knock-offs, you’ll earn another bunch of clams.”

“But, they saved the school! They’re superheroes! Aveng-”

“I’m sorry, did I not make it clear we’re done? Because we’re done. Ta ta!”

He closed the door on her before she gave another puppy dog look or an impassioned speech. Kids. Know-it-alls who thought they knew everything and didn’t buy papers. Two tons of uselessness.

Still, he granted, putting out his cigar. The kid could shoot a picture, better than people three times her age in experience. If she wasn’t just a one-off, he might consider offering her some other jobs. Lord knows that he could never get a photographer to go to one of those boring Oscorp tours and peak around. Kid might be dumb enough to do it on the cheap.

But that was for another day.

**Notes for the Chapter:**

> Final chapter incoming. This one came out a lot shorter than I expected, but all the most interesting things that would happen to Penny seems like they would happen _much_ later. Spidey’s not an original avenger kind of character. Still, she deserved something, even if I couldn’t justify a proper origin. Or even a Miles or Anya cameo.
> 
> This chapter comes with another [wonderful piece of art](http://battletoasters.tumblr.com/post/162884396814/nerdietalk-keeps-commissioning-me-marvel-magical) from my friend [battletoasters](http://battletoasters.tumblr.com/). I just love the art direction she takes my magical girl commissions. They never disappoint.
> 
> Next up, a young student is trapped and the narrator of our tale considers the future.


	6. The Mighty Thor

_Once upon a time..._

Donna Blake raced through the trees, glancing back frantically. She could see them moving from tree to tree, closing the distance. It was only a matter of time before they caught up to her. She could only move so fast with her limp.

Her leg caught on a root and she tripped forward, falling onto her face. She felt herself roll downward, brushing through leaves, bumping into rocks, speed increasing until she reached the bottom of a hill. Her body ached all over and her head was pounding.

She squinted blearily at the sky, struggling to listen for any of her pursuers.

It was deathly quiet for several moments.

“She got away. Little brat.” A high-pitched and utterly derisive voice. Donna had heard it many times, but never this professional. The Kronan sisters were usually more smug than annoyed

“No matter. A solution will present itself.” Another sister. She couldn’t remember which one. They blended together, virtually indistinguishable in their mocking and laughing. 

“Call Lyja. She can find someone to take Blake’s place and put on a show about eating some bad mushrooms. If the girl turns up, we merely replace her as soon as she’s alone and we have a good explanation prepared if she says the wrong thing to the wrong person.”

“Ugh. As if we didn’t have enough useless Earthlings to impersonate. At least the Kronans have _some_ influence. The Blake girl is nothing.”

“We will dispose of her eventually. Quickly, back the the Earthling camp. For the glory of Emperor Dorrek and the empire.”

“Yeah, yeah, save the posturing for when there’s a _real_ fight to be excited about.”

The two… _things_ posing as sisters began arguing amongst themselves, their voices slowly disappearing as they moved away from the pit. Donna only let herself breath when a full minute of silence had passed.

Aliens. In New York. As if Nazis attacking the school wasn’t enough, she had to discover that her most frequent bullies were shapeshifting aliens in disguise. She hadn’t been _planning_ on overhearing their call with some kind of commander. She was just going to plead with them to stop harassing Jane. Donna didn’t mind if she was being teased, but she couldn’t stand to see someone else hurt.

And now she was running from aliens. That was just her luck

She slowly rose to her knees, wincing at the pain in her leg and the scraps on her… everywhere. Her fingers felt along the ground, searching for her glasses. They had to be around here somewhere…

Her right hand touched broken glass.

Sighing, she picked up the frame and took stock of the damage. One lens cracked, the other shattered. Well, seeing out of one eye was better than none, even if it’d give her a headache.

Her leg brace, however, had caught on a rather pointed root and ripped in half. Her sturdier, metal spare was back at camp. A mile away by this point.

Climbing to her feet, she moved forward, groaning miserably. Each step shot a little jolt up pain up her leg. Without her leg brace, she wasn’t getting far anytime soon. She needed someone to lean on, to alleviate her pain. Maybe she could find a stick or some kind of…

She blinked, squinting at a nearby tree.

Well that’s lucky. A perfectly good cane, abandoned and left to sit against a tree. Hoping its owner wouldn’t mind, she limped towards the aid and firmly grasped it in her hand. With a tool at her disposal, she began her painful walk towards safety.

As much of her pain was from the fall, a good portion of it was simply her bum leg. An old injury from her youth she never truly healed from. Even today, she often felt chronic pain and was forced to limp almost everywhere. A couple people at school, like the Kronan sisters, would imitate her and mock her whenever they spotted her.

She tried not to mind. They didn’t understand the pain, so it didn’t seem like a big deal to them. It was part of why she always wanted to be a doctor. She knew what it was like to hurt. She could sympathize.

She considered her options. The hill was too steep to climb in her condition. But if she got to the road, she might be able to catch a ride back to camp. Maybe she could catch the aliens off guard if they had an impersonator there as well.

But on the other hand, she thought, leaning on her cane, did she really want to leave them with the other campers for that long? That would leave people in danger of getting replaced. She couldn’t just leave them in danger. What if someone got hurt? Like Jane or Winter or Natalia or any of the other innocent campers who were just trying to get through a field trip without any drama.

But what could she do? She was just a stupid girl with a limp. No one was looking for her. No one even knew she was gone. And people were going to call her crazy. And that was just if she _survived_.

Feeling the tears well up, she smacked the cane onto the ground in frustration.

A bright light burst from the cane, shining brightly around the girl. She stumbled backward, struggling to comprehend the sight. Before she could repeat a fall, the light surrounded and consumed her. She could feel her physical body altering, her pain vanishing, and her spirit welling up in an unbelievable well of confidence.

And the Goddess of Thunder, Thor Odindottir, appeared into the world.

* * *

Once upon a time, there was a girl from Queens. An ambitious middle schooler taking photos of a science fair, she witnessed incredible heroics from girls just a few years older than her. One day, she would take up the mantle and fight nefarious villains, inspired to use her powers responsibly.

But before that….

Once upon a time, there was a girl who was scared of a story A story her father told of a monster lying inside her. In her worst moments, she believes these stories, believing the father that would made excuses to insult and demean. She would work and struggle to prove her inherent goodness, stifling the boiling rage built up from years of derision and disrespect. 

A gamma experiment gone wrong unleashed the monster within, reigning hell upon those around her. The monster was not mindless. The monster was not even truly a monster. It was a lonely, scared girl. She would strive to help others in need, even as she was used and manipulated by nefarious forces for their own ends.

But before that….

Once upon a time there was a girl with money and smarts to spare. In her eagerness to demonstrate her unbelievable talents, she found her body irreparably damaged and her weapons stolen by HYDRA agents. Hoping to atone and destroy her weapons, the girl entered her latest machine, a powerful armor that would allow her to fight along super soldiers and beasts on equal footing. No longer would she allow her technology to be used for evil means.

But before that...

Once upon a time there was a girl in Harlem struggled to make ends meet and provide for her family. By chance occurrence, she would befriend a renowned hero, hidden in a modern civilian identity. The girl would be granted the ability to fly through the air on wings and strength to save the people targeted by HYDRA. Together, they would protect their city from enemies of the past and present.

But before that....

Once upon a time there was a girl from Brooklyn, asthmatic and poor. She saw brothers and neighbors go off to fight in a war against bullies and tyrants. Try as she might, she was forbidden from joining them to protect the weak. With a bone to pick and something to prove, she interned under an intelligent Jewish scientist, developing a serum that would turn soldiers into the best of the best. Hoping to protect any of the men who were allowed to fight, she volunteered for the experiment herself.

In time, she would become an army Captain renowned throughout America for her bravery and courage.

But even before all of that...

Once upon a time, there were people. Huddled in caves during violent storms. To them, the thunder and lightning were a hammer that struck the Earth. A hammer fighting giant frost-men, saving these poor damned souls from suffering.

“How was such a powerful hammer forged?” the king ventured to his trust teller.

The teller smiled a wry smile and began with the most powerful words in any language.

_Once upon a time…_

Lies. Lies told by firelight to take away fear. Lies that gained so much power and belief, they became true.

Or perhaps they were stories. Stories of events taking place just out of reach, but enough to keep the people of Earth happy.

Which was the truth? Lies by firelight? Or stories of gods. No god knew. Not even the God of Stories herself knew the answer. To Loki, the difference was negligible. Lies were stories and stories were lies.

_Once upon a time_

There was a girl named Donna Blake. Another schoolgirl in a world of evil organizations and heroic girls fighting for truth and justice. She walked with a limp, an injury from ten years ago that had never recovered. She watched from behind overturned tables as magical girls fought nefarious Nazis and villains invading school. She admired the heroics of these magical beings, daydreaming of one day helping others in the same way. She had learned what it was like to be weak. She would like to learn how to help.

On Thursday, she would find herself trapped in a forest, alone and desperate. She would find an ordinary cane, something to balance herself in her time of need. She would strike it once unto the ground and gain unbelievable power. She would use a magical hammer to strike lightning upon the earth, fly through the air, and save innocent civilians from threats alien and disturbingly local. She would become Thor, a magical girl with the powers of the famed Norse God. She would become a hero to people of Earth.

_Once upon a time_

There was a God named Thor, son to Odin, brother to Loki, hero of Asgard. Arrogant and reckless, Thor’s battles with the Frost Giants became increasingly dangerous as more and more Asgardians were hurt while Thor enjoyed himself. Fearing his son’s arrogance, Odin confronted his son. A confrontation went out of hand, and the All-Father banished his son to the land of Midgard. Odin stripped his child of their memories and godhood. In the form of Donna Blake, Thor would learn humility and kindness. When she finally proved herself once again, she would be accepted into Asgard with open arms. Or perhaps she would remain on Midgard, to defend her new home from otherworldly threats.

Which was the truth? Donna Blake? Or Thor Odinson?

Loki Laufeyson, The Agent of Asgard, once the God of Lies, now the Goddess of Stories, felt a satisfied smile crawl up her lips as Donna Blake waved to her school friends. Midgard was a fascinating place. Mere mortals fought for ideals, altered beliefs, and breathed life into the gods themselves, time and time again. In the past, muscled vikings defended their towns and camps. And now, in this new world, teenage girls would be the force of change in the world.

The All-Father would be furious, of course. Leading Thor to the cave this early was not part of his almighty plan. Thor needed at least another decade before she was ready to reclaim her true self. Or perhaps he would be furious that a human such as Donna Blake had taken his son’s hammer. Loki wasn’t sure which story was true anymore and she doubted it would stay consistent. The difference was negligible. Donna and Thor were the same, no matter how the All-Father perceived the situation.

She had come to this world fearful of her sister’s new form, afraid of losing the trusted brother that she had admired and even envied. They had fought, sure, but now all she wanted was to rejoin her brother and help him adjust back to Asgard. Fight enemies. Fight each other. Make interesting stories.

But now that she saw the effects… Perhaps she and this latest incarnation of her sibling could make some interesting stories here after all. After all, there was much fun to be had in this place. Who knows what might unfold next?

She pulled a pen from her pockets and knelt down to the ground. In a swift movement, ink met cement and drew a perfect recreation of an ornate door. The storyteller grabbed the doorknob and quickly hopped through the door frame, but not before whispering a few final words into the air. 

“Once upon a time…”

**Notes for the Chapter:**

> Donald Blake is the most magical girl character ever, when you think about it. Normal civilian runs into a magical object that transforms them into a talented fighter, there’s often a huge legacy behind it, and it’s inevitable that they discover they were destined to become this brave fighter. Oh, and the divide between the original and the alter ego gets blurred until they’re functionally the same person. So what I’m saying is Thor is Sailor Asgard. And also please read Loki: Agent of Asgard, it’s the primary inspiration for a lot of this.
> 
> And a final [wonderful piece of art](http://battletoasters.tumblr.com/post/163851841539/the-marvel-magical-girl-of-the-week-is-thor-based) from my friend. So many good magical girls.
> 
> While I have other ideas ruminating in my head (More hero meet-ups, Bucky as a Dark Magical Girl, Shuri claiming the Black Panther legacy as a transfer student, literally anything with Squirrel Girl), those are for another day. I'm just glad people were interested in my little ideas. I _highly_ encourage people to write something similar if they so choose. Until then, face front true believers!


End file.
